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BY-LAWS

ARTICLE 1.

Sec. 1. The name of the corporation is Brooks, Banks & Smith Corporation.

Sec. 2. The principal office of the corporation shall be located at Framingham in the Commonwealth of Massachusetts. The corporation may have branch offices at such other places as the Board of Directors may from time to time determine upon.

Sec. 3. The corporate seal shall consist of a circular die bearing the words "Brooks, Banks & Smith Corporation, Incorporated, Mass. 1920" , and such other devise or inscription as the Directors may determine upon. The form of the seal may be changed by the Board of Directors whenever they shall so order.

ARTICLE 2.

Sec. 1. The annual meeting of the stockholders shall be held at the principal office of the corporation at three o'clock in the afternoon of the first Monday of March of each year for the election of a Board of Directors, treasurer, clerk, and for the transaction of such other business as may come before the stockholders for action.

Sec. 2. The annual meeting of the Corporation shall be called by written or printed notices stating the place, date, hour and purpose thereof, which notice shall be given by the clerk at least seven days before such meeting to each stockholder by leaving such notice with him or at his residence or usual place of abode or business, or by mailing it, postage prepaid and addressed to each stockholder at his address as it appears upon the books of the corporation.

Sec. 3. Special meetings of the stockholders may be called by the President or by a majority of the directos [[directors]] and shall be called by the clerk, stating the time, place and purpose of the meeting.

Sec. 4. Notice of the time, place and purpose of any regular or special meeting of the stockholders shall not be required if every stockholder, or his attorney thereto authorized by writing which is filed with the records of the meeting waives such notice.